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News Release

Pompey, France  21/10/2013

Outcome of the ordinary and extraordinary shareholders' meeting held on 18 october 2013

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Pompey (France), 21 October 2013 (08.30 CET) - All of the proposed resolutions were passed with unanimous consent or a large majority at the ordinary and extraordinary meeting (the “General Meeting”) of the shareholders of Global Graphics SE (NYSE-Euronext: GLOG), which was held on 18 October 2013,

Extraordinary meeting of the Company’s shareholders

Proposed cancellation of the double voting right (1st resolution)

The proposed cancellation of the double voting right attached to the ordinary shares of the Global Graphics SE (the “Company”) which have been held in nominative form for a minimum period of two years, as scheduled by the provisions of article 17 of the Company’s articles of association, was passed with unanimous consent.

This cancellation was subject firstly to the consent to cancel this double voting right by the special meeting, held on 18 October 2013, of those shareholders of the Company holding shares to which a double voting right is attached, and secondly to the proposed transfer of the Company’s registered office to the UK (the “Proposed Transfer”) being effective.

It was noted by the Company’s Board of Directors during its meeting which was held at the close of the General Meeting that:
  • the cancellation of the double voting right was passed with unanimous consent at the special meeting, held on 18 October 2013, of the shareholders of the Company holding shares to which a double voting right is attached (please see the corresponding press release which was issued today); and that
  • based on votes issued for the second resolution of the General Meeting relating to the Proposed Transfer, the number of shares for which a share repurchase request may be made is lower than 103,000, since the number of shares held by those shareholders opposing the Proposed Transfer was 80,790.
As a result, the Proposed Transfer and the proposed cancellation of the double voting right are expected within the timeframe and conditions set in the memorandum on the Proposed Transfer (see also the paragraph on the projected next steps of the Proposed Transfer below).

Proposed Transfer (2nd resolution)

As indicated above, the Proposed Transfer was passed with a large majority.
The Proposed Transfer was subject firstly to the approval of the proposed cancellation of the double voting right as set out above, and secondly to the number of shares held by shareholders opposing the Proposing for which a share repurchase would be made being lower than 103,000.
It was noted by the Company’s Board of Directors during its meeting which was held at the close of the General Meeting that:
  • the cancellation of the double voting right was final, since it was passed with unanimous consent at both the special meeting, held on 18 October 2013, of the shareholders of the Company holding shares to which a double voting right is attached, and the General Meeting; and that
  • based on votes issued for the second resolution of the General Meeting relating to the Proposed Transfer, the number of shares for which a share repurchase request may be made is lower than 103,000, since the number of shares held by those shareholders opposing the Proposed Transfer was 80,790.
As a result, the transfer of the Company’s registered office to the UK may already be regarded as certain. It will be effective on the date when the Company is registered with Companies House, which should take place before the end of the current financial year (see paragraph on the projected next steps of the Proposed Transfer below).

Attached as an appendix to this press release (Appendix 1) is a summary of applicable legal and regulatory provisions with respect to the repurchase of shares held by a shareholder of the Company opposing the Proposed Transfer.

Approval of the Company’s new statutes (3rd resolution)

The proposed new statutes of the Company which will be effective from the date when the Company is registered with Companies House were passed with unanimous consent.

A copy of the new statutes of the Company may be requested by sending an email at: investor-relations@globalgraphics.com, or downloaded from the page of the Investor section of the Company’s website which is dedicated to the Company’s legal reorganization project at: http://www.globalgraphics.com/investors/legal-reorganization/


Ordinary meeting of the Company’s shareholders

Appointment of the new members of the Company’s Board of Directors (4th resolution)

The Company’s shareholders acknowledged the termination of the mandates of the current members of the Company’s Board of Directors with effect on the date when the Company is registered with Companies House.

They also voted with unanimous consent to appoint Mrs. Clare Findlay and Messrs. Johan Volckaerts, Gary Fry and Pierre Van Beneden as new members of the Company’s Board of Directors, with effect on the date when the Company is registered with Companies House, and until the close of the annual general meeting held in 2014 to notably approve the statutory and consolidated accounts of the Company for the current financial year.

Appointment of the new statutory auditor of the Company (5th resolution)

The Company’s shareholders acknowledged the termination of the mandates of the current statutory and deputy statutory auditors of the Company with effect on the date when it is registered with Companies House.

They also voted with unanimous consent to appoint KPMG LLP as new statutory auditor of the Company, with effect on the date when the Company is registered with Companies House, and until the close of the annual general meeting held in 2014 to notably approve the statutory and consolidated accounts of the Company for the current financial year.



DETAILED VOTE INFORMATION
A detailed vote result for each of the proposed resolutions is attached as an appendix to this press release (Appendix 2).


NEXT STEPS OF THE PROPOSED TRANSFER

Please find below the next steps of the Proposed Transfer, being noted that some of the dates mentioned below are provisional and based on management’s current expectations (in particular, as to how long Companies House and the Nancy Trade and Companies Register will take to process documents) and are subject to change.

25 October 2013
Issue of notices of the shareholders’ decision relating to the Proposed Transfer in Le Paysan Lorrain and in the BALO.
Opening of the one-month period for those shareholders being opposed to the Proposed Transfer to request the repurchase of their shares.
26 November 2013
Board meeting to record the number of shares the repurchase of which has been requested by the Company’s shareholders opposing the Proposed transfer, and to confirm that the Proposed Transfer will proceed.
Week ending 6 December 2013
Issue of a certificate by a French notary attesting to completion of acts and formalities to be accomplished before the Proposed Transfer.
Week ending 13 December 2013
Application for registration at Companies House is made by the Company.
Week ending 20 December 2013
Payment of their shares to those shareholders opposing the Proposed Transfer who made a share repurchase request.
No later than 31 December 2013
Removal of registration of the Company from the Nancy Register of Trade and Companies and issue of a notice on the transfer in the Official Journal of the EU.



INFORMATION ON THE NUMBER OF SHARES AND VOTING RIGHTS
On 18 October 2013, the total number of ordinary shares forming the Company’s share capital was 10,289,781.
A total of 10,298,510 voting rights were attached to these 10,289,781 shares, after taking into account the 8,729 shares to which a double voting right was attached.
The total number of voting rights which were exercisable in the General Meeting was 10,142,743, after taking into account the 155,767 own shares held by the Company at that date, which were all deprived of their voting rights.


APPOINTMENT OF THE COMPANY’S CHAIRMAN OF THE BOARD AND CEO
During the meeting of the Company’s Board of Directors which was held at the close of the General Meeting, Messrs. Johan Volckaerts and Gary Fry were respectively appointed as the Company’s Chairman of the Board and Chief Executive Officer with effect on the date when the Company is registered with Companies House, and until the close of the annual general meeting held in 2014 to notably approve the statutory and consolidated accounts of the Company for the current financial year.


Editors notes

About Global Graphics
Global Graphics is a leading developer and supplier of e-document and printing software.
Its high-performance solutions are at the heart of products from customers such as HP, Fuji Xerox, Agfa, Corel and Quark





Appendix 1

Summary of applicable legal and regulatory provisions with respect to the repurchase of shares held by a shareholder of the Company as part of the Proposed Transfer

Condition #1: Not having voted for the Proposed Transfer on 18 October 2013
In accordance with the provisions of the third paragraph of article L.229-2 of the French Commercial Code, shareholders having expressed their opposition to the Proposed Transfer on 18 October 2013, either by voting against the Proposed Transfer resolution, or by having abstained while taking part in the vote on that resolution, may be entitled to request the repurchase of their shares by the Company.
On the contrary, shareholders who did not participate in the 18 October 2013 meeting or who approved the Proposed Transfer on that date will not be entitled to request for their shares to be repurchased by the Company.

Condition #2: Filing a formal share repurchase request with the Company
In accordance with the provisions of article R.229-6 of the French Commercial Code, for being valid, the confirmation of a shareholder’s opposition to the Proposed Transfer and the formal share repurchase request will have to be filed by the shareholder with the Company:
  • within a 30-day period starting on the date when the last of the two notices the provision of which is required by article R.229-5 of the French Commercial Code (i.e. the publication of a notice on the Proposed Transfer in a legal gazette as well as in the Bulletin des Annonces Légales et Obligatoires (BALO) is published.
    Both notices are expected to be published on Friday 25 October 2013. In any case, the Company will publish the starting and ending dates of that 30-day period through the issue of a press release, at the latest on the day when the last of these two notices will be published.
  • by way of a registered letter which will have to be sent for the attention of the Company’s Chief Financial Officer, to the Company’s registered office (located at 146 boulevard de Finlande, Z.I. Pompey Industries, 54340 Pompey, France).

Share repurchase offer sent by the Company to the shareholders
In accordance with the provisions of article R.229-7 of the French Commercial Code, the Company will send those shareholders meeting both conditions mentioned above a share repurchase offer by way of a registered letter and within a 15-day period following the receipt of the valid share repurchase request.

The share repurchase offer will include information on the price at which the shares will be repurchased as set by the Board on 30 September 2013 (i.e. Euro 1.80 per share), the proposed means of payment for those shares, the period during which the offer will be valid (which will be a minimum of 20 calendar days), as well as the place where the offer acceptance must be sent.

Dispute on the share repurchase price
Any dispute formed by a shareholder with respect to the share repurchase price will have to be brought to the competent court within the jurisdiction of the Appeal Court of Nancy, within the period set by the share repurchase offer, as set out by the provisions of article R.229-8 of the French Commercial Code.

In accordance with the provisions of the same article, should a dispute formed by one shareholder with respect to the share repurchase price be accepted by the court, this would put all other shareholders having filed a valid share repurchase request with the Company in the same position, as required by the provisions of article 331 of the French Civil Procedure Code.


Appendix 2

Detailed vote result for each proposed resolution at the ordinary and extraordinary shareholders’ meeting held on 18 October 2013


QUORUM COMPUTATION
Number of shares forming the Company’s share capital: 10,289,781
Number of own shares held by the Company which are deprived of voting rights: 155,767
Number of shares entitled to vote at the Company’s meetings: 10,134,014
Quorum at the ordinary meeting (20% of shares with a voting right): 2,026,803
Quorum at the extraordinary meeting (25% of shares with a voting right): 2,533,505
Number of shares held by shareholders:
- attending, or being represented at, the meeting: 2,945,190
- having given a proxy to the chairman of the meeting: 1,650
- having voted by postal vote: 20,650
Number of shares to be used for quorum computation: 2,967,490 or 29.28% of the number of shares entitled to vote at the Company’s meetings
Number of voting rights attached to these 2,967,490 shares: 2,971,219

DETAILED VOTE FOR EACH PROPOSED RESOLUTION

Extraordinary meeting of the Company’s shareholders

- First resolution - Approval of the proposed cancellation of the double voting right
The resolution was passed with unanimous consent.
- Second resolution - Approval of the Proposed Transfer
The resolution was passed by 2,890,419 votes (or 97.28% of the total number of votes), while there were 20,650 votes against the proposed resolution (or 0.70% of the total number of votes), and 60,150 abstentions (or 2.02% of the total number of votes).

- Third resolution - Approval of the proposed new statutes of the Company
The resolution was passed with unanimous consent.

Ordinary meeting of the Company’s shareholders

- Fourth resolution - Appointment of the new members of the Company’s Board
The resolution was passed with unanimous consent.

- Fifth resolution - Appointment of the new statutory auditor of the Company
The resolution was passed with unanimous consent.

- Sixth resolution - Powers for registration purposes.
The resolution was passed with unanimous consent.

Contact

Alain Pronost, CFO Tel: + 33 (0)6 62 60 56 51

About Global Graphics PLC

Through its operating subsidiaries, Global Graphics PLC (Euronext: GLOG) is a leading developer of platforms for digital inkjet printing and type design and development. Customers for digital inkjet technology include press manufacturers such as HP, Canon, Durst, Roland, Hymmen and Mark Andy. Those for font design include numerous international brands, from manufacturers such as Mercedes Benz and Siemens, to digital media and epublishing companies. Global Graphics PLC is headquartered in Cambridge UK.

investor-relations@globalgraphics.com